**Exhibit 9.2**

**FIRST AMENDMENTDated December 15, 1999toVOTING TRUST AGREEMENTDated JUNE 30, 1998**

This First Amendment datedDecember 15, 1999 (“First Amendment”)****tothe Voting Trust Agreement dated June 30, 1998 (“Agreement”) is entered into byand among Jeffery S. Fraser and Ross C. Hartley (the “Voting Trustees”) and theHolders (as defined in the Agreement) representing a majority of the Shares (asdefined in the Agreement) held in the voting trust.

WHEREAS, the Voting Trusteesand the Holders entered in the Agreement which provides, among other things,that certain stockholders of National Information Consortium, Inc., a Coloradocorporation (“Company”), shall deliver to the Voting Trustees stockcertificates representing Shares;

WHEREAS, the Voting Trusteesand the Holders desire to amend the Agreement as set forth herein in order tobetter accomplish the purposes for which the Agreement was****intended;

WHEREAS, Section 11.1 of theAgreement provides that the Agreement may be amended in any and all respects byagreement in writing signed by the Voting Trustees and the Holders representinga majority of the Shares then held in the voting trust;

NOW, THEREFORE, for and inconsideration of the promises and agreements contained herein and other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Voting Trustees and the Holders agree as follows:

1.             Section 2.1 shall be deleted in itsentirety and the new Section 2.1 shall provide as follows: “Concurrently with aStockholder’s execution hereof, the Stockholder shall deliver to the VotingTrustees either (a) stock certificates representing Shares owned by suchStockholder, duly transferred to the Voting Trustees, or (b) immediatelyavailable funds payable to the Voting Trustees for the Voting Trustees topurchase Shares for the benefit of the Stockholder.  If (a) occurs, the Voting Trustees shall havea limited power of attorney to cause the Company’s transfer agent to cancel anycertificates for Shares transferred to the Voting Trustees  and issue to the Voting Trustees a newcertificate for the Shares so transferred. If (b) occurs, the Voting Trustees shall purchase Shares in a markettransaction for the benefit of the Stockholder. In either event, the Voting Trustees shall issue to the Stockholder aVoting Trust Certificate representing the Stockholder’s

----

 

prorata interest in the voting trust.”

2.             The following sentence shall beadded to Section 6.2: “The Voting Trustees may at any time in their discretiondistribute in full or in part the Shares or other Securities then held underthe voting trust to the Holders on a pro rata basis as set forth in thisSection 6.2.”

3.             Section 10.1 shall be deleted inits entirety and the new Section 10.1 shall provide as follows: “By signingthis Agreement, each Holder acknowledges the provisions of Exhibit A attachedhereto and incorporated herein, which restrict the Holder’s ability to transferan interest in this voting trust, and which also grants the Voting Trust anoption to purchase interests in this voting trust in certain definedsituations.  Further, each Holder agreesthat such Holder shall (i) strictly adhere to the provisions of Exhibit A, and(ii) be liable for any and all damages, and costs and expenses, including, butnot limited to, attorneys fees, suffered by the Company, its stockholders, thevoting trust and its Holders caused by Holder’s breach of such provisions.”

4.             Sections 10.2 shall be deleted inits entirety and the new Section 10.2 shall provide as follows: “In order thatall transferees will be put on notice of the provisions of this Section 10, alegend in substantially the following form shall be placed on all Voting TrustCertificates:

SUBJECT TO PROVISIONS RESTRICTING CERTAIN TRANSFERS

Thevoting trust interests represented by this certificate are subject to certainprovisions of a voting trust agreement imposing certain restrictions on thetransfer of these voting trust certificates and granting certain rights to theholders of these voting trust certificates, and these voting trust certificatescannot be sold, donated, transferred or in any other manner disposed of exceptin accordance with the terms of said voting trust agreement provisions, a copyof which is available for inspection at the Company’s offices.”

5.             Exhibit A attached to thisFirst Amendment shall become Exhibit A to the Agreement.

6.             Except as expressly amended by thisFirst Amendment, the Agreement is in all respects ratified and confirmed.  In the event of a conflict between the First Amendmentand the Agreement, the First Amendment shall control.

2

----

 

7.             This First Amendment shall beconstrued in connection with and as part of the Agreement and shall be governedin accordance with the laws of the jurisdiction that governs the Agreement andits construction.

8.             This First Amendment may beexecuted in any number of counterparts, each of which shall be deemed to be anoriginal for all purposes.

IN WITNESS WHEREOF, theparties hereto have caused this First Amendment to be duly executed as of thedate first written above.
| VOTING TRUSTEES:   |   |
|--------------------|--------|
|               |   |
|               |   |
| Jeffery S.  Fraser |   |
|               |   |
|               |   |
| Ross C. Hartley    |   |
|               |   |
|               |   |
| HOLDERS:           |   |
|               |   |
|               |   |

 

JefferyS. Fraser, trustee of the Fraser Family Trust u/t/a September 15, 1998, holding23.341974% of the Shares****in thevoting trust

3

----

 
|                                                                               |   |
|-------------------------------------------------------------------------------|--------|
| Ross C. Hartley, holding 23.087389% of the Shares in the voting trust         |
|                                                                          |   |
|                                                                          |   |
| William F. Bradley, Jr., holding 6.681362% of the Shares in the  voting trust |

 

4

----

**EXHIBIT AtoVOTING TRUST AGREEMENT**

Certain Restrictions and Rights Respecting VotingTrust Interests.

(a)           Definitions.  Any terms used below which are defined in theVoting Trust Agreement shall have the meaning set forth therein.  In addition, for purposes of thisExhibit A:

(i)            Disposing Holder.  The term “Disposing Holder” shall mean theHolder whose voting trust interests and Voting Trust Certificates have becomesubject to the option granted under Section (b)(i) by reason of the occurrenceof one of the events described in Section (b)(i)(A).

(ii)           Exempted Disposition.  The term “Exempted Disposition” shall mean:

(A)          a gift made for noconsideration to any person,  entity,trust or foundation;

(B)           a transfer to theexecutor or the administrator of the estate of a deceased Holder but not anyfurther transfer by such executor or administrator unless such further transferis an “Exempted Disposition” as defined hereon;

(C)           a transfer byoperation of law to the legal representative of a Holder upon such Holder’sadjudication of incompetency;

(D)          a transfer by aHolder who owns 10% or more of the interests in the voting trust (including forthese purposes all voting trust interests owned by members of the Family ofsuch Holder or trusts which are substantially for the benefit of members ofsuch Holder’s Family), to another Holder who owns 10% or more of the interestsin the voting trust (including for these purposes all voting trust interestsowned by members of the Family of such Holder or trusts which are substantiallyfor the benefit of members of the Holder’s Family);

(E)           a transfer to theCompany or the voting trust.

(iii)          Family.  The term “Family” shall mean the spouse,parents, siblings, and all lineal descendants (natural or adopted).

(iv)          Holder.  The term “Holder” means a holder ofinterests.

(v)           Interests.  The terms “interests,” or “voting trustinterests” shall mean interests in the voting trust whether presentlyoutstanding or hereafter issued.

----

 

(vi)          Sale.  The term “sale” shall mean any transfer forconsideration, the terms and conditions of which were arrived at through arm’s-lengthnegotiations and shall not include an Exempted Disposition.

(vii)         Subject Interests.  The term “Subject Interests” shall mean anyinterests that become subject to the option granted in Section (b)(i), asdefined further in Section (b)(i)(A).

(b)           Option Provisions.

(i)            Option Granted to Voting Trust.

(A)          Events Giving Riseto Option.  The voting trust shallhave an irrevocable option to purchase, at the price, in the manner and on theterms and conditions hereinafter set forth, such portion as is hereinafterspecified of the interests of any Holder, upon the occurrence of any of thefollowing events:

(1)           such Holder shalldesire to voluntarily sell, transfer or otherwise dispose of any interests nowor hereafter owned by him in any manner whatsoever, other than in an ExemptedDisposition; or

(2)           Interests owned bysuch Holder shall be involuntarily sold, transferred or otherwise disposed of,whether as a result of operation of law, judicial decree, sale upon execution,foreclosure of any lien or charge, sale or transfer to or by a trustee inbankruptcy or similar officer; or

(3)           the receipt by theVoting Trustees of a notice from any third party, including any state or stateagency, to the effect that the voting trust’s contract with such third partywill be terminated based on such third party’s determination that such Holderis an unacceptable Holder in the voting trust.

Only the portionof the interests affected by the occurrence of any of the events specifiedabove shall be subject to such option to purchase and such interests shallherein be referred to as “Subject Interests.”

(B)           Notice of Events.  Immediately upon the occurrence of an eventdescribed in Section (b)(i)(A), the Disposing Holder (or his legalrepresentative) shall notify the Voting Trustees (or, if the option arisesbecause of the occurrence of the event described in Section (b)(i)(A)(3), theVoting Trustees shall notify the Disposing Holder) of such event, including, ifapplicable, the number of Subject Interests to be disposed of, the terms andconditions of any proposed transfer, the names of the person or persons to whomtransfers are proposed to be made or who have acquired the Subject Interests,and a copy of any firm bona fide offer made by the proposed purchaser.  If no personal

2

----

 

representative is appointed within thirty (30) days after the death ofa Disposing Holder, the voting trust shall be considered a creditor of theestate of the decedent with all of the rights conferred upon a creditor of theestate of the decedent by the state of the decedent’s domicile.

(C)           Exercise ofOption by Voting Trust.  The optiongranted to the voting trust under Section (b)(i)(A) shall become exercisable asto all, and not less than all, of the Subject Interests at any time after theoccurrence of an event giving rise to the option but in no event more thansixty (60) days after such event.  Thevoting trust shall exercise its option by delivering, in accordance withSection (b)(i)(D), a written notice of exercise to the Disposing Holder (or hislegal representative) during the period such option (“Notice of Exercise”)shall be exercisable.

(D)          Contents ofNotices; Expiration of Options. Notices of Exercise shall be in writing signed by a Voting Trustee andshall set forth (i) the voting trust’s intention to purchase the SubjectInterests and (ii) the date and time of the closing of the purchase andsale (in accordance with Section (b)(i)(G)). If any option is not exercised in the manner herein required and withinthe applicable period herein provided, such option shall expire at 5:00 p.m.(Denver, Colorado time) on the last day of such period.

(E)           Purchase PriceWhere There is a Proposed Sale.  Ifthe event causing an option granted hereunder to become exercisable shall be aproposed sale for cash, the purchase price for the interests purchased pursuantto the exercise of such option shall be equal to the lesser of:

(1)           the proposed saleprice; or

(2)           the Formula Amount.  The Formula Amount shall be determined usingthe following steps:

(a)                                  Determinethe average closing price of a share of the Company’s Common Stock for the ten(10) trading days prior to the date of the Notice of Exercise (the “Price PerShare”).

(b)                                 Multiplythe Price Per Share times 0.75.

(c)                                  Multiplythe amount in (b) by the pro rata amount of Shares held by the voting trustrelating to the Subject Interests purchased. This amount is the “Formula Amount.”

The purchase pricedetermined above shall, at the option of the voting trust, be payable either inone lump sum or payable over a period of time, not to exceed five years inequal calendar quarter payments (on March 31, June 30, September 30 andDecember 31), together with interest payable at the time principal is payable,at a rate

3

----

 

equal to the NewYork Prime Rate of Interest as published in The Wall Street Journal,with the interest rate to be adjusted annually.

(F)           Purchase PriceWhere No Sale is to Be Made.  If theevent causing an option granted hereunder to become exercisable is not aproposed sale for cash, the purchase price for each of the interests purchasedshall be the Formula Amount.  Thepurchase price shall, at the option of the voting trust, be payable either inone lump sum or payable over a period of time, not to exceed five years inequal calendar quarter payments (on March 31, June 30, September 30 andDecember 31), together with interest payable at the time principal is payable,at a rate equal to the New York Prime Rate of Interest as published in TheWall Street Journal, with the interest rate to be adjusted annually.

(G)           Closing.  The closing of any purchase and sale uponexercise of an option under (b) of this Section shall be held at the principaloffices of the Company (or such other place as may be agreed upon by the VotingTrustees and the Disposing Holder), at such time and on such date as shall bespecified in the notice given under Section (b)(i)(C), as the case may be, butin no event shall such closing be held less than ten (10) or more than thirty(30) days subsequent to the date such notice is given.  At the closing, the full amount of thepurchase price due at closing shall be paid by certified or bank check.  At the closing the Disposing Holder shalldeliver the Voting Trust Certificates representing the Subject Interests, dulyendorsed for transfer to the voting trust with signature guaranteed by anational or state banking institution.

(H)          Disposing Holder’sRight to Sell if Subject Interests Not Purchased.  If the options provided for under Sections(b)(i)(A)(1) and (b)(i)(A)(2) shall be waived or shall not be exercised beforethe expiration thereof, then the Disposing Holder shall have the right to makethe disposition of all but not less than all of the Subject Interests for aperiod of one hundred eighty (180) days following the expiration of the optiongranted under Section (b)(i)(C), provided that such disposition shall be to thesame person or persons, and upon the same terms and conditions, as specified inthe notice given under Section (b)(i)(B), and following the expiration of such180-day period, all of the Subject Interests, whether or not transferred incompliance with the provisions of this Exhibit A, shall once again becomesubject to the restrictions of this Exhibit A.

(c)           Legend.  In order that all transferees will be put onnotice of the provisions of this Exhibit A, a legend in substantially thefollowing form shall be placed on all Voting Trust Certificates representingvoting trust interests:

SUBJECT TOPROVISIONS RESTRICTING

4

----

 

CERTAIN TRANSFERS

The voting trustinterests represented by this certificate are subject to certain provisions ofa voting trust agreement imposing certain restrictions on the transfer of thesevoting trust certificates and granting certain rights to the holders of thesevoting trust certificates, and these voting trust certificates cannot be sold,donated, transferred or in any other manner disposed of except in accordancewith the terms of said voting trust agreement provisions, a copy of which isavailable for inspection at the Company’s offices.

(d)           Transfers in Violation Void.  No Holder shall sell, donate, transfer or inany other manner dispose of any interests now or hereafter owned by such Holderunless (i) such sale, gift, transfer or other disposition shall be inaccordance with the provisions of this Exhibit A, and (ii) the purchaser,transferee or donee of the voting trust interests agrees to be bound by theterms of the Voting Trust Agreement.  Anysale, gift, transfer or other disposition not made in accordance with theprovisions of this Exhibit A shall be null and void.

(e)           Amendment Restrictions.  This Exhibit A may only be altered,amended or repealed as set forth in the Voting Trust Agreement datedJune 30, 1998, as amended.

(f)            Failure to Convey Interests.  In the event any Holder is required to sellany or all of that Holder’s interests pursuant to any provision of thisExhibit A, and the Holder cannot or for any reason does not deliver theVoting Trust Certificates representing said interests to the Voting Trustees orthe person or entity acquiring said interests pursuant to the applicableprovision of this Exhibit A, the voting trust may deposit the purchaseprice, by check, promissory note, or both, as may be the case under theapplicable provision of this Exhibit A, with any bank doing businesswithin fifty (50) miles of the Company’s principal office, as agent or trustee,or in escrow, for the benefit of the Holder selling such interests, to be heldas such until withdrawn by said Holder. Upon such deposit of the purchase price and notice thereof to the Holderselling such interests, the interests being sold shall immediately be deemed tohave been sold, assigned, transferred and conveyed to the purchaser and theselling Holder shall have no further rights to or in such interests and thevoting trust shall record the transfer of such interests.

(g)           Miscellaneous.

(i)            Warranties of Disposing Holder.  A Holder, by transferring interests pursuantto any of the provisions of this Exhibit A, shall be deemed to warrantthat such interests so transferred are free and clear of all liens,encumbrances and claims of others of every kind and character (other thancreated pursuant to this Exhibit A)

5

----

 

andshall deliver the Voting Trust Certificates representing any interests beingpurchased to the voting trust in negotiable form.

(ii)           Notices.  Any notice required by this Exhibit Ashall be in writing and shall be deemed duly given when personally delivered orwhen mailed by registered or certified mail, postage prepaid, to theappropriate recipient thereof; if to the voting trust, addressed to the VotingTrustees or the Company’s principal office; and if to a Holder, at the addressfor such Holder as shown on the transfer books of the voting trust, or at suchother address of the voting trust or of a Holder as the voting trust or suchHolder subsequently may have designated to the voting trust or to the otherHolders, as the case may be, in writing.

6

----